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NE > SEC Filings for NE > Form 8-K on 27-Mar-2009All Recent SEC Filings

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Form 8-K for NOBLE CORP


27-Mar-2009

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transf


Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
On March 26, 2009, pursuant to the previously announced Agreement and Plan of Merger, Reorganization and Consolidation, dated as of December 19, 2008 (as amended, the "Merger Agreement"), among Noble Corporation, a Cayman Islands Company ("Noble-Cayman"), Noble Corporation, a Swiss corporation ("Noble-Switzerland"), and Noble Cayman Acquisition Ltd., a Cayman Islands company and a wholly-owned subsidiary of Noble-Switzerland ("Noble-Acquisition"), Noble-Cayman merged by way of schemes of arrangement under Cayman Islands law (the "Schemes of Arrangement") with Noble-Acquisition, with Noble-Cayman as the surviving company (the "Transaction"). Under the terms of the Schemes of Arrangement, each holder of Noble-Cayman ordinary shares outstanding immediately prior to the Transaction received, through an exchange agent, one Noble-Switzerland registered share in exchange for each outstanding Noble-Cayman ordinary share.
Prior to the Transaction, the Noble-Cayman ordinary shares were registered pursuant to Section 12(b) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), and listed on the New York Stock Exchange (the "NYSE")
under the symbol "NE." As a result of the Transaction, the outstanding Noble-Cayman ordinary shares were exchanged for Noble-Switzerland registered shares. Accordingly, Noble-Cayman requested that the NYSE file with the Securities and Exchange Commission (the "SEC") a Form 25 to remove the Noble-Cayman ordinary shares from listing on the NYSE.
Pursuant to Rule 12g-3(a) promulgated under the Exchange Act, the Noble-Switzerland registered shares are deemed registered under Section 12(b) of the Exchange Act. The Noble-Switzerland registered shares were approved for listing on the NYSE and began trading under the symbol "NE," the same symbol under which the Noble-Cayman ordinary shares previously traded, on March 27, 2009.
Item 3.03 Material Modification to Rights of Security Holders.
The information included under Item 3.01 of this Current Report is incorporated by reference herein.
Item 5.01 Changes in Control of Registrant.
In the Transaction, each Noble-Cayman ordinary share was canceled, and each holder of Noble-Cayman ordinary shares outstanding immediately prior to the Transaction received, through an exchange agent, one Noble-Switzerland registered share in exchange for each Noble-Cayman ordinary share. The description of the Transaction under Item 3.01 is incorporated by reference herein. As a result of the Transaction, Noble-Cayman became a wholly-owned subsidiary of Noble-Switzerland.




Item 8.01 Other Events
On March 26, 2009, Noble-Cayman issued a press release announcing that the Grand Court of the Cayman Islands approved the Transaction. The press release is filed as Exhibit 99.1 and incorporated by reference herein. Item 9.01 Financial Statements and Exhibits.
   (d) Exhibits.

             EXHIBIT
             NUMBER        DESCRIPTION
             2.1       -   Agreement and Plan of Merger,
                           Reorganization and Consolidation, dated as
                           of December 19, 2008, among Noble
                           Corporation, Noble Corporation and Noble
                           Cayman Acquisition Ltd. (filed as Exhibit
                           1.1 to the Registrant's Current Report on
                           Form 8-K filed on December 22, 2008 and
                           incorporated by reference herein).

             2.2       -   Amendment No. 1 to Agreement and Plan of
                           Merger, Reorganization and Consolidation,
                           dated as of February 4, 2009, among Noble
                           Corporation, Noble Corporation and Noble
                           Cayman Acquisition Ltd. (filed as
                           Exhibit 2.2 to the Registrant's Current
                           Report on Form 8-K filed on February 4,
                           2009 and incorporated by reference herein).

             99.1      -   Press Release dated March 26, 2009.


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